UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☐ Filed by a Party other than the
Registrant ☒
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Cypress Semiconductor
Corporation
(Name of Registrant as Specified In Its Charter)
T.J. Rodgers
J. Daniel
McCranie
Camillo Martino
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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CYPRESSFIRST ISSUES STATEMENT REGARDING ELIMINATION OF CUMULATIVE VOTING AT CYPRESS
SEMICONDUCTOR
Looks Forward to Participating in Proxy Contest under Straightforward System of Plurality Voting Rules
CypressFirst Will Run Nominees Camillo Martino and Dan McCranie against Cypress Executive Chairman Ray Bingham and Lead Independent Director
Eric Benhamou
SAN JOSE, C.A., March 23, 2017 Camillo Martino and J. Daniel McCranie, nominees for election to the Cypress Semiconductor
Corporation (NASDAQ: CY) (Cypress or the Company) Board of Directors at the 2017 Annual Meeting of Stockholders, and T.J. Rodgers, founder and former CEO of Cypress and the Companys largest individual stockholder,
(collectively CypressFirst) today issued the following statement related to the outcome of Cypresss consent solicitation to amend its charter to eliminate cumulative voting in the election of directors (Consent
Solicitation):
We are pleased that our fellow stockholders have had the opportunity to voice their opinion and determine the rules under
which the upcoming election of directors will be conducted. Our respect for the right of stockholders to make that determination is why we voted our shares proportionally with all other stockholders. We will now have a contested election where the
seven candidates that receive the most votes will be elected under a plurality voting standard.
Stockholders now have a clear choice under the
newly approved election standards. They can vote on the
GOLD
proxy card for our two highly qualified nominees Dan McCranie and Camillo Martino and five incumbent Cypress directors (excluding executive chairman Ray Bingham and lead
independent director Eric Benhamou), or on the Cypress white card for all seven of the incumbent directors, including Mr. Bingham and Mr. Benhamou, the two men with what we believe to be the greatest responsibility for the Companys
significant governance deficiencies Mr. Binghams simultaneous employment by Canyon Bridge, a private equity firm back by the Peoples Republic of China that competes with Cypress in semiconductor M&A; the unnecessary and
excessive compensation paid to Mr. Bingham; and Mr. Benhamous failure to deal with these serious problems.
With their deep
experience both as former CEOs and board members of semiconductor companies that design, manufacture and sell advanced integrated circuits, Dan McCranie and Camillo Martino believe they can help the Board enhance stockholder value, eliminate ethical
and corporate governance violations at the Board level and effectively work with Cypresss chief executive officer without requiring compensation beyond what is received by Cypresss other outside directors.
While we look forward to approaching this election on a plurality basis, it should not escape notice that the Consent Solicitation that produced this
result appears to us to have been a misguided attempt by the Company to keep our candidates from being elected under the pretense of improving corporate governance. This has not gone unnoticed by the leading independent proxy advisory firms.
Institutional Shareholder Services noted that the timing of the Consent Solicitation certainly raises some concern, and Glass-Lewis recognized the somewhat cynical nature of this consent solicitation.
For additional information or assistance, please contact MacKenzie Partners, Inc., the firm assisting
Mr. Rodgers in his solicitation of proxies:
105 Madison Avenue
New York, New York 10016
CypressFirst@mackenziepartners.com
Toll-Free (800)
322-2885
Additional Information and Where to Find It
T.J. Rodgers
is the founding CEO of the Company. Rodgers, J. Daniel McCranie and Camillo Martino may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2017 Annual Meeting of Stockholders (the Annual
Meeting) of the Company. Rodgers, McCranie and Martino have filed a preliminary proxy statement (the CypressFirst Proxy Statement) and accompanying proxy card with the Securities and Exchange Commission (the SEC) in
connection with his solicitation of proxies for the Annual Meeting.
Rodgers owns or controls voting of 8,727,619 shares of the Companys common
stock. McCranie and Martino own 25,000 and 10,000 shares, respectively, of the Companys common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, are
included in the CypressFirst Proxy Statement and may be included in other relevant documents to be filed with the SEC in connection with the Annual Meeting.
Promptly after filing the definitive CypressFirst Proxy Statement with the SEC, Rodgers, McCranie and Martino intend to mail the definitive CypressFirst Proxy
Statement and a proxy card pursuant to applicable SEC rules. STOCKHOLDERS ARE URGED TO READ THE CYPRESSFIRST PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT RODGERS, McCRANIE AND MARTINO HAVE
FILED OR WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain, free of charge,
copies of the definitive CypressFirst Proxy Statement and any other related documents filed by Rodgers with respect to the Company with the SEC in connection with the Annual Meeting at the SECs website (
http://www.sec.gov
). In
addition, copies of such materials, when available, may be requested free of charge from Rodgerss proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 or toll-free at (800)
322-2885
or by email:
CypressFirst@mackenziepartners.com
.
Media Contacts
Abernathy MacGregor
Jeremy Jacobs / Sheila Ennis
212-371-5999
/
415-926-7961
JRJ@abmac.com
SBE@abmac.com
Investor Contacts
MacKenzie Partners
Daniel Burch / Larry Dennedy
212-929-5500
Dburch@mackenziepartners.com
ldennedy@mackenziepartners.com
About Camillo Martino
Camillo Martino
has served as a member of the Board of Directors of MagnaChip Semiconductor Corp. since August 2016. Martino has served as a
member of the Board of Directors of VVDN Technologies, a private company, since March 2016 and as Vice Chairman of the Board of Directors of SAI Technology, Inc., a private company, since April 2015. Previously, he served as director and CEO of
Silicon Image,
Inc.; COO at SAI Technology Inc.; and President, CEO and Director of Cornice Inc. He also served as Executive Vice President and COO of chipmaker Zoran Corporation. His career began at National Semiconductor Corporation, where
he held multiple positions over a nearly
14-year
tenure at the Company.
About J. Daniel McCranie
J. Daniel McCranie
is currently Chairman at ON Semiconductor Corp. and previously served as
Non-Executive
Chairman at Freescale Semiconductor, Inc. He has served on the Board of Directors at Mentor Graphics Corp. since 2012. He served on the Board of Directors of Cypress Semiconductor Corp. from 2005
through 2014. He has served as Chairman of Actel Corporation, Chairman of Virage Logic, Inc, Chairman of Xicor Corporation, and Board Director of California Microdevices, Inc. McCranie was previously employed as Executive Vice President-
Sales & Applications by Cypress Semiconductor Corp., President & Chief Executive Officer by Virage Logic Corp., Vice President-Sales & Marketing by Cypress Semiconductor Corp., and Chairman, President & Chief
Executive Officer by SEEQ Technology, Inc.
About T.J. Rodgers
T.J. Rodgers
co-founded
Cypress Semiconductor Corporation in 1982 and served as the Companys President and Chief
Executive Officer until April 2016 and as a member of its Board of Directors until August 2016. He is a former chairman of the Semiconductor Industry Association (SIA) and SunPower Corp. and currently sits on the boards of directors of
high-technology companies, including Bloom Energy (fuel cells), Enphase (solar energy electronics), WaterBit (precision agriculture) and Enovix (silicon
lithium-ion
batteries). He has been honored for his
foundational support over a
20-year
period of the Second Harvest Food Bank of Santa Clara and San Mateo Counties and the California Association of African American Educators. Rodgers received his
bachelors degree from Dartmouth College, graduating as salutatorian with majors in chemistry and physics. He received his masters degree and Ph.D. in electrical engineering from Stanford University. While pursuing his Ph.D. degree,
Rodgers invented the VMOS process technology, which he later licensed to American Microsystems, Inc.
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